Exhibit 10.12


 


ASSET PURCHASE AGREEMENT


 


THIS AGREEMENT,
made and entered into effective the 23rd day of May, 2018, by and between A.G. TRUCANO, SON AND GRANDSONS, INC., a South
Dakota corporation, of 155 Sherman Street, Deadwood, SD 57732-1563, hereinafter referred to as ‘Seller”;
and, MICHAEL J. TRUCANO of Deadwood, SD 57732, subject to his right to assign this Agreement prior to closing, hereinafter
referred to as "Buyer”.


 


WITNESSETH:


 


Seller, is the owner of
the business known as “A.G. TRUCANO, SON & GRANDSONS” located at 155 Sherman Street, Deadwood, SD 57732.
The purpose of this Agreement is to provide for a sale and transfer of all assets of the Seller, ordinarily and necessarily utilized
in the operation of Seller’s business in Deadwood, South Dakota, but excluding all cash in excess of $400,000 utilized in
the business, on the following terms and conditions:


 


		1.	Asset Purchase: Buyer agrees to purchase from Seller and Seller agrees to sell to
Buyer all assets of said business, including but not limited to goodwill, business name and telephone number, supplies, fixtures,
equipment, personal property, $400,000 in cash and other assets used in connection with the normal and day to day operations of
the business, including, but not limited to the assets, as more fully described on the Bill of Sale, Exhibit “A”.



 


For the avoidance
of doubt, all cash utilized in the operation of the business in excess of $400,000 shall be retained by Seller.


 


		2.	Purchase Price and Payment: The total purchase price for the Property shall be the
sum of Four Hundred Thousand Dollars ($400,000). The full balance shall be payable on closing.



 


		3.	Contingency: The sale and closing of this transaction shall be subject to receipt
by Buyer of all Regulatory approvals necessary to operate the business.



 


		4.	Closing and Possession: Closing shall occur at the close of business on June 30,
2018 subject to the approval of the South Dakota Commission on Gaming. Possession of all assets shall be delivered to the Buyer
at closing; provided, however, if closing of the transaction contemplated herein has not occurred by June 30, 2018 this agreement
shall be terminated and of no further force and effect.



 


		5.	Buyer’s Representations: Buyer represents:



 


		a.	Buyer is accepting the Property herein described "as is" and "where is" and
is relying upon its personal inspection and knowledge of the Property herein described, and not upon any representations or warranties
of Seller, expressly or impliedly made by Seller, except as set forth below;



 


	Asset Purchase Agreement – Final Version	Initials 	 
	A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano	__________/ 	_______
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		b.	No representations have been made to Buyer by Seller concerning the projected gross profits or
projected net income of the business; and



 


		c.	That it shall be Buyer’s responsibility to obtain all necessary licenses to operate the business
operation.



 


		6.	Seller’s Representations: Seller represents:



 


		a.	Seller guarantees to Buyer that all of the Property used and in connection with and in relation
to the business herein sold is free and clear of all liens, encumbrances and security interests; and, that there are no unpaid
bills or claims of creditors covering any Property described in Exhibit "A" or the business;



 


		b.	Seller has operated the business in compliance with all applicable laws, and has not received any
notice from any governmental entity alleging any noncompliance under any applicable law;



 


		c.	Seller has paid all applicable social security, withholding and employment taxes, sales taxes,
use taxes and all other taxes, federal, state or local, applicable to the conduct of Seller’s business, and no dispute exists
as to the payment or the amount of any such taxes; and



 


		d.	There is no lawsuit, action or proceeding pending or, to the knowledge of Seller, threatened against
the Seller, that relate to the business or Property herein transferred.



 


		e.	The shareholder of the Seller have approved and authorized this transaction.



 


		f.	The assets listed on Exhibit “A” constitute all assets used in the ordinary and necessary
operations of Seller and that there are no assets used in the ordinary and necessary operation of the business which are not included
in Exhibit “A” except for the retention by Seller of all cash in excess of $400,000.



 


All representations and warranties set forth herein shall survive
closing.


 


7.           Transfer/Assignments:
 Seller shall transfer the Property to Buyer by Bill of Sale, attached hereto as Exhibit “A”. Seller shall also
transfer and assign to Buyer any and all governmental permits or licenses that Buyer desires to receive subject to governmental
approvals.


 


	Asset Purchase Agreement – Final Version	Initials 	 
	A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano	__________/ 	_______
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8.           Outstanding
Leases and Participation Agreements: Seller shall transfer to Buyer and Buyer shall assume all of Sellers interest in any
leases and participation agreements, and any other leases or contracts affecting equipment, real estate, signs or personal property
used in connection with the business existing at the time of possession, as may be requested by Buyer; this specifically includes,
but is not limited to, a lease between Seller and J-Mak Distributors, Inc. Buyer agrees to assume any progressive slot machine
liability existing on the date of Closing. No Coin Operated Machine and Space Leases, or any other leases with customers of Seller,
are transferred by Exhibit “A” and no such leases are assumed by Buyer.


 


Prior to closing, Seller
shall provide notice to any Lessors that Seller, as Lessee, is exercising its right to terminate any real estate or other leases
with Lessors. Seller shall provide to Buyer written confirmation and a copy of each of such notices to each active customer from
whom a leasehold interest has been obtained.


 


9.           Business
Name: It is understood and agreed that Buyer shall have the right to operate said business under the existing business
name “A.G. TRUCANO, SON AND GRANDSONS and Seller transfers to Buyer any right, title or interest in and to the business
name “A.G. TRUCANO, SON AND GRANDSONS.”


 


10.         Hold
Harmless:  Seller shall pay any and all bills, sales tax, unemployment tax, taxes and governmental obligations, other obligations
and indebtedness and liability claims, if any, that may be outstanding against the Property and business at the time of possession.


 


11.
       Time:  The parties agree that time is of the essence of this Agreement.


 


12.         Employment
Arrangements: Prior to closing, Buyer shall notify Seller of any employees that Buyer will not retain in the operation
of the business after closing of this Agreement. Seller shall be responsible for payment of all employee wages and benefits accrued
prior to the close of business on June 30, 2018 and shall be responsible for all severance benefits for employees not retained
by Buyer at closing.


 


13.         Construction:
This Agreement shall be construed and governed in accordance with the laws of the State of South Dakota. Each party has reviewed
this Agreement and has had equal opportunity for input into this Agreement. Neither party nor their respective legal counsel shall
be construed to be the drafter or primary drafter of this Agreement. In the event of any dispute regarding the construction of
this Agreement or any of its provisions, ambiguities or questions of interpretation shall not be construed more in favor of one
party than the other; rather, questions of interpretation shall be construed equally as to each party.


 


14.         Attorney
Fees and Court Costs: In the event any legal action is filed to enforce or recover under any provision of this Agreement,
the prevailing party in the suit shall be entitled to recover court costs and reasonable attorney’s fees from the non-prevailing
party.


 


15.         Other
Documents: The parties hereby mutually agree to execute any and all other documents necessary or needed in order to effectuate
the purposes of this agreement.


 


	Asset Purchase Agreement – Final Version	Initials 	 
	A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano	__________/ 	_______
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16.         Written
Memorandum: This agreement constitutes a memorandum of the final meeting of the minds between the parties hereto of all
prior negotiations had by the parties in reference to all matters covered herein; and, this agreement is to be binding upon the
respective heirs, executors, administrators and assigns of the parties hereto.


 


17.         Severability
of Provisions: In the event that any portion of this Agreement is determined to be invalid or unenforceable, such determination
shall not affect the validity or enforceability of any other provision herein.


 


18.         Counterparts:
This Agreement may be executed in two counterparts, both of which taken together shall constitute one and the same instrument,
and any party hereto may execute this Agreement by signing any such counterpart.


 


Dated this 23rd day of
May, 2018.


 


	A.G. TRUCANO, SON AND GRANDSONS, INC, Seller	 	 
	 	 	 
	 	 	   
	MICHAEL P. SHAUNNESSY,  President	 	MICHAEL J. TRUCANO or Assigns, Buyer


 


	State of Nevada	)	 
	 	)ss.	 
	County of Clark	)	 


 


On this, the ____ day of
May, 2018, before me, the undersigned Notary Public, personally appeared ________________________ who acknowledged himself to the
_____________________________________________ of A.G. Trucano, Son & Grandsons, Inc. and that he, as such ___________________________________,
being authorized so to do, executed the foregoing document for the purposes therein contained, by signing the name of the Corporation,
as _______________________________________.


 


In Witness Whereof,
I hereunto set my hand and official seal.


 


	 	 
	(Seal)	Notary Public
	 	My commission expires:  	 


 


	Asset Purchase Agreement – Final Version	Initials 	 
	A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano	__________/ 	_______
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	State of South Dakota	)	 
	 	) ss.	 
	County of Lawrence	)	 





 


On this _____ day of May,
2018, before me, the undersigned officer, personally appeared MICHAEL J. TRUCANO, known to me to be the person whose name is subscribed
to the within instrument, subject to the right of assignment, and acknowledged that he executed the same for the purposes therein
contained.


 


In Witness Whereof,
I hereunto set my hand and official seal.


 


	 	 
	 	Notary Public
	(Seal)	My Commission Expires: 	 


 


	Asset Purchase Agreement – Final Version	Initials 	 
	A.G. Trucano, Son & Grandsons, Inc. / Michael J. Trucano	__________/ 	_______
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